Pricing Supplement No. 0200 Dated July 24, 1998 Rule 424(b)(2) (To Prospectus dated December 19, 1996 and File number: 333-13811 Prospectus Supplement dated January 8, 1998) Senior Medium-Term Notes, Series G Due Nine Months or More From Date of Issue Principal Amount: $ 150,000,000.00 Price to Public: 11.806667% Commission or Discount: 0.200000% Agent: Everen Securities, as Agent Original Issue Date: July 31, 1998 Stated Maturity Date: July 31, 2028 Cusip #: 63858R-FG-1 Form: Book entry only Interest Rate: 0% Yield to Maturity: 7.25% per annum compounded semi-annually Interest Payment Dates: Accrued original issue discount will be paid upon maturity or upon the redemption of the Notes, with such redemption being at the option of the Corporation (as explained below). Discount Note? Yes The Notes are "original issue discount notes" issued at a discount from the principal amount payable at the Stated Maturity Date. The accretion of such original issue discount must be included in the gross income of the holder for United States federal income tax purposes prior to the receipt of the cash payments to which such income is attributable. There will not be any periodic payments of interest on the Notes. United States Taxation: A prospective investor should refer to the discussion set forth in the Prospectus Supplement under "United States Taxation;" the discussion below supplements the information under "United States Taxation" in the Prospectus Supplement. The effective date of the Final Withholding Regulations has generally been extended to one year for payments made after December 31, 1999. The definition of a trust included as a "United States person" has been modified in the case of trusts in existence on August 20, 1996. See IRS Notice 98-25. A United States person includes a trust for which one or more United States persons have the authority to control all substantial decisions and for which a court of the United States can exercise primary supervision over the trust's administration. Other Provisions: Notwithstanding any other provision contained in the Notes, if an Event of Default arises and is continuing and principal is declared due and payable, principal with respect to the Notes shall mean the issue price plus that portion of accrued original discount attributable to the Notes for the period from the original issue date to the date of such acceleration. May the Notes be redeemed by the Corporation prior to maturity? Yes (See below). May the notes be repaid prior to maturity at the option of the holder? No The Corporation may redeem the Notes upon at least 30 days' prior notice in whole, but not in part, on or after July 31, 2001, and on each January 31st and July 31st occurring thereafter at a redemption price equal to the principal amount of the Notes multiplied by the Redemption Percentage in the table below. (See table below). Date Redemption Percentage - ----------- ----------- 07-31-01 14.618898 01-31-02 15.148833 07-31-02 15.697979 01-31-03 16.267030 07-31-03 16.856710 01-31-04 17.467766 07-31-04 18.100973 01-31-05 18.757133 07-31-05 19.437079 01-31-06 20.141673 07-31-06 20.871809 01-31-07 21.628412 07-31-07 22.412442 01-31-08 23.224893 07-31-08 24.066795 01-31-09 24.939216 07-31-09 25.843263 01-31-10 26.780081 07-31-10 27.750859 01-31-11 28.756828 07-31-11 29.799263 01-31-12 30.879486 07-31-12 31.998867 01-31-13 33.158826 07-31-13 34.360834 01-31-14 35.606414 07-31-14 36.897146 01-31-15 38.234668 07-31-15 39.620675 01-31-16 41.056924 07-31-16 42.545238 01-31-17 44.087503 07-31-17 45.685675 01-31-18 47.341780 07-31-18 49.057920 01-31-19 50.836269 07-31-19 52.679084 01-31-20 54.588701 07-31-20 56.567541 01-31-21 58.618115 07-31-21 60.743021 01-31-22 62.944956 07-31-22 65.226711 01-31-23 67.591179 07-31-23 70.041359 01-31-24 72.580358 07-31-24 75.211396 01-31-25 77.937809 07-31-25 80.763055 01-31-26 83.690716 07-31-26 86.724504 01-31-27 89.868267 07-31-27 93.125992 01-31-28 96.501809 07-31-28 100.000000